These Terms are binding on any use of the Service and apply to You from the time that HMR Referrals provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 18 May 2016.
means the fees (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website in your User Profile (which HMR Referrals may change from time to time on notice to You).
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the online HMR Referrals services made available (as may be changed or updated from time to time by HMR Referrals) via the Website.
means the Internet site at the domain www.hmrreferrals.com and any other site operated by HMR Referrals.
means HMR Referrals which is the trading name registered and used by HMR Exchange Pty Ltd for this service, and all current and future global subsidiaries of HMR Exchange Pty Ltd including, without limitation HMR Referrals (Australia) and Your HMR (Australia).
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. Use of Software
HMR Referrals grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
3.1 Payment obligations:
Use of the service requires a valid credit card to be recorded in Your user profile.
Access Fees will be charged for each transaction provided by the service and will be billed to the credit card as individual transactions as they are incurred.
An invoice for the Access Fees will be issued for each transaction. HMR Referrals will continue invoicing You per transaction until this Agreement is terminated in accordance with clause 8.
All HMR Referrals invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 3 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2 Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of promotional offers or as a result of Your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your transactions. Without prejudice to any other rights that HMR Referrals may have under these Terms or at law, HMR Refferrals reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your transactions in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
3.3 General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by HMR Referrals or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3.4 Automated data delivered into Your HMR Referrals account:
Where available, automated transaction data feeds are generally provided to You free of charge. However, HMR Referrals reserves the right to pass on any charges related to the provision of feed data on a case-by-case basis at HMR Referral’s sole discretion. HMR Referrals would first inform You via email to indicate what those charges are likely to be. You have the option to decide to discontinue use of automated data feeds at any time. To exercise this option, you must give HMR Referrals sufficient prior notice of which automated transaction data feeds you want to discontinue. Upon receiving such notice HMR Referrals will arrange for such feeds to be terminated in accordance with each supplier’s usual practices.
3.5 Access conditions:
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify HMR Referrals of any unauthorised use of Your passwords or any other breach of security and HMR Referrals will reset Your password and You must take all other actions that HMR Referrals reasonably deems necessary to maintain or enhance the security of HMR Referral’s computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of HMR Referral’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.6 Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes as legislated. Any changes to such limitations will be advised to the contact email address You have registered with Us.
3.7 Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any form, online chat, forum, social media comment, blog post or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any public communication on the Website, You represent that You are permitted to make such communication. HMR Referrals is under no obligation to ensure that the public communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based medium, You must exercise caution when using the communication tools available on the Website. However, HMR Referrals does reserve the right to remove any public communication at any time in its sole discretion.
You indemnify HMR Referrals against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to HMR Referrals, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
4.1.1 Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
4.1.2 Each party’s obligations under this clause will survive termination of these Terms.
4.1.3 The provisions of the confidentiality clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of HMR Referrals (or its licensors).
5.2 Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the HMR Referrals Access Fees when due. You grant HMR Referrals a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
5.3 Backup of Data:
HMR Referrals adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. HMR Referrals expressly excludes liability for any loss of Data no matter how caused.
5.4 Third-party applications and your Data.
You acknowledge that HMR Referrals may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. HMR Referrals shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
6.2.1 You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
6.2.2 HMR Referrals has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that HMR Referrals has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify HMR Referrals against any claims or loss relating to:
- HMR Referral’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- HMR Referral’s making available information or Data to any person with Your authorisation.
6.2.3 The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
6.2.4 HMR Referrals does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. HMR Referrals is not in any way responsible for any such interference or prevention of Your access or use of the Services.
6.2.5 HMR Referrals is not a medical provider and use of the Services does not constitute the receipt of medical advice.
6.2.6 It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
6.2.7 You remain solely responsible for complying with all applicable medical, accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.3 No warranties:
HMR Referrals gives no warranty about the Services. Without limiting the foregoing, HMR Referrals does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
To the maximum extent permitted by law, HMR Referrals excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of HMR Referral’s negligence or failure to comply with these Terms, any claim by You against HMR Referrals arising from HMR Referral’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 1 month.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1 No-fault termination:
These Terms will continue while You are a registered user of the HMR Referrals system.
You may cease to be a registered user of the HMR Referrals system at any time by contacting Support in writing.
If You terminate these Terms You shall be liable to pay all relevant Access Fees owing for services used in the HMR Referrals system.
8.2.1 breach any of these Terms (including, without limitation, by non-payment of any Access Fees or failure to keep a valid credit card in Your profile) and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;
8.2.2 breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
8.2.3 You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
HMR Referrals may take any or all of the following actions, at its sole discretion:
8.2.4 Terminate this Agreement and Your use of the Services and the Website;
8.2.5 Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
8.2.6 Suspend or terminate access to all or any Data.
Take either of the actions in sub-clauses 8.2.4, 8.2.5 and 8.2.6 of this clause 8.2 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if a valid credit card is not available within Your profile, or if payment of any invoice for Fees due in relation to Your use of the Service is not made in full by the relevant due date, HMR Referrals may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
8.5 Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
8.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination; and
8.5.2 immediately cease to use the Services and the Website.
8.6 Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
9.1 Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting HMR Referrals. If You still need technical help, please check the support provided online by HMR Referrals on the Website or failing that email us at the email address provided on the support page.
9.2 Service availability:
Whilst HMR Referrals intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason HMR Referrals has to interrupt the Services for longer periods than HMR Referrals would normally expect, HMR Referrals will use reasonable endeavours to publish in advance details of such activity on the Website.
10.1 Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment:
You may not assign or transfer any rights to any other person without HMR Referral’s prior written consent.
10.5 Governing law and jurisdiction:
Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of Victoria, Australia and You hereby submit to the exclusive jurisdiction of the courts of Victoria, Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to HMR Referrals must be sent to the email address listed on the support page or to any other email address notified by email to You by HMR Referrals. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
10.8 Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.